Common use of Purchase Price; Allocation of Purchase Price Clause in Contracts

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows: (i) Buyer shall pay to Parent at the Closing (the “Closing Payment”), for the benefit of Parent and Sellers, cash in an amount equal to $708,500,000, plus the Estimated Cash, minus the Estimated Indebtedness, plus the Estimated Working Capital Excess, if applicable, or minus the Estimated Working Capital Deficit, if applicable, plus the Estimated Net Intercompany Receivable, if applicable, or minus the Estimated Net Intercompany Payable, if applicable, plus any applicable VAT in relation to the Purchase Price as provided in Section 7.08; and (ii) Buyer shall assume the Assumed Liabilities at the Closing (or, with respect to any Liabilities assumed at a Delayed Transfer Date pursuant to Article VI or Appendix VI, such Transfer Date). (b) The Closing Payment shall be paid at the Closing by wire transfer of immediately available funds to a bank account designated to Buyer in writing by Parent no later than three (3) Business Days prior to the Closing Date. (c) As soon as practicable, and in any event not later than one hundred eighty (180) days after the Closing Date, Parent shall provide for Buyer’s review and comments a proposed allocation of the Purchase Price, as adjusted for all relevant tax purposes to take into account the Assumed Liabilities, by country or by Transferred Subsidiary as applicable, and among the Purchased Assets, the Assumed Liabilities and the assets of the Transferred Subsidiaries by asset category in accordance with the principles of Section 1060 of the Code and other applicable Law, except that if a section 338(h)(10) election is not made, no allocation shall be made to the assets of a Transferred Subsidiary that is a domestic corporation for purposes of the Code (the “Proposed Allocation”). Buyer shall have the right to consent or object to the Proposed Allocation during the thirty (30) day period immediately following delivery of the Proposed Allocation. If Buyer delivers a notice of objection to Parent during that thirty (30) day period, Parent and Buyer shall negotiate in good faith to resolve their differences with respect to the Proposed Allocation. If Buyer makes no objection during that thirty (30) day period or Parent and Buyer agree on an allocation within the thirty (30) day period following Buyer’s delivery of such a notice of objection, the Proposed Allocation or the agreed allocation, as applicable, shall be final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Agreed-Upon Allocation”). If Parent and Buyer are unable to reach agreement on the Proposed Allocation within thirty (30) days following the delivery to Parent of Buyer’s notice of objection to the Proposed Allocation, the allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Buyer and Parent (the “Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Allocation Accounting Firm shall make its determination within thirty (30) days following the date on which the Allocation Accounting Firm is selected pursuant to this Section 2.03(c). The determination made by the Allocation Accounting Firm of the allocation shall be, absent manifest error, final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Final Allocation”). All negotiations pursuant to this this Section 2.03(c) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence, and all negotiations and submissions to the Allocation Accounting Firm, and the dispute resolution proceedings under this Section 2.03(c), shall be treated as confidential information. The fees and expenses of the Allocation Accounting Firm for its services rendered pursuant to this Section 2.03(c) shall be borne by Parent, on the one hand, and Buyer, on the other, in inverse proportion as each shall prevail on the dollar amounts of such disputed items so submitted to the Allocation Accounting Firm as provided in this Section 2.03(c). The Agreed-Upon Allocation or Final Allocation, as applicable, may be revised by mutual agreement between the Buyer and Parent, from time to time, prior to and following the Closing so as to reflect any matters that need updating (including adjustments to the Purchase Price under Article X, if any). (d) Each of Parent, Buyer and each of their respective Affiliates shall prepare and file, and cause its Affiliates to prepare and file, its Tax Returns, including Form 8023 and Form 8594 if applicable, on a basis consistent with the Agreed-Upon Allocation or Final Allocation, as applicable. None of Parent, Buyer or their respective Affiliates shall take any position inconsistent with the Agreed-Upon Allocation or Final Allocation, as applicable, in any Tax Return, in any refund claim for any Tax, in any litigation or administrative proceeding relating to any Tax, or otherwise unless required by final determination by an applicable Taxation Authority. In the event that the Agreed-Upon Allocation or Final Allocation, as applicable, is disputed by any Taxation Authority, the party receiving notice of the dispute shall promptly notify the other parties hereto, and Buyer, Parent and each of their respective Affiliates agree to use their commercially reasonable efforts to defend such allocation in any audit or similar proceeding.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, the The purchase price for the Interests and the Purchased Assets shall be $30,000,000 (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows: (i) Buyer shall pay to Parent at the Closing (the “Closing Payment”), for the benefit of Parent and Sellers, cash in an amount equal to $708,500,000, plus the Estimated Cash, minus the Estimated Indebtedness, plus the Estimated Working Capital Excess, if applicable, or minus the Estimated Working Capital Deficit, if applicable, plus the Estimated Net Intercompany Receivable, if applicable, or minus the Estimated Net Intercompany Payable, if applicable, plus any applicable VAT in relation to the Purchase Price as provided in Section 7.08; and (ii) Buyer shall assume the Assumed Liabilities at the Closing (or, with respect to any Liabilities assumed at a Delayed Transfer Date pursuant to Article VI or Appendix VI, such Transfer Date). (b) The Closing Payment shall be paid at the Closing by wire transfer of immediately available funds to a bank account designated to Buyer in writing by Parent no later than three Within forty-five (3) Business Days prior to the Closing Date. (c) As soon as practicable, and in any event not later than one hundred eighty (18045) days after the Closing DateClosing, Parent Seller shall provide for Buyer’s review and comments a proposed an allocation of the Purchase Price, Price (and any liabilities the Purchaser is treated as adjusted for all relevant tax purposes to take into account the Assumed Liabilities, by country or by Transferred Subsidiary as applicable, and assuming) among the Purchased Assets, the Assumed Liabilities and the assets Assets as of the Transferred Subsidiaries by asset category Closing in accordance with the principles of Section 1060 of the Code and other applicable Law, except that if a section 338(h)(10) election is not made, no allocation shall be made to the assets of a Transferred Subsidiary that is a domestic corporation for purposes of the Code (the “Proposed Draft Allocation”). Buyer , and shall have the right to consent or object deliver such Draft Allocation to the Proposed Purchaser. Purchaser may notify Seller in writing that Purchaser objects to one or more items reflected in the Draft Allocation during the thirty within ten (3010) day period immediately following days after delivery of the Proposed AllocationDraft Allocation to Purchaser. If Buyer delivers a notice In the event of objection to Parent during that thirty (30) day periodany such objection, Parent Seller and Buyer Purchaser shall negotiate in good faith to resolve their differences with respect such dispute. If Purchaser does not provide notice of any objection, or if Seller and Purchaser are able to agree on a revision of the Draft Allocation, the resulting allocation (the “Agreed Allocation”) shall be deemed final. Any subsequent adjustments to the Proposed AllocationPurchase Price (including the Assumed Liabilities) shall be reflected in the Agreed Allocation by the Parties in a manner consistent with the Agreed Allocation and Section 1060 of the Code. If Buyer makes no objection during that thirty (30) day period or Parent Seller and Buyer Purchaser are unable to agree on an allocation within the thirty twenty (3020) day period following Buyerdays after Purchaser’s delivery of such a notice of objection, the Proposed Allocation or Parties will submit any disputed items to an independent Tax accounting expert mutually agreeable to Purchasers and Seller (bearing the agreed allocation, as applicable, shall be final and binding on Parent, on behalf cost of itself and Sellers, and Buyer (the “Agreed-Upon Allocation”). If Parent and Buyer are unable to reach agreement on the Proposed Allocation within thirty (30) days following the delivery to Parent of Buyer’s notice of objection to the Proposed Allocation, the allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Buyer and Parent (the “Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Allocation Accounting Firm shall make its determination within thirty (30) days following the date on which the Allocation Accounting Firm is selected pursuant to this Section 2.03(c). The determination made by the Allocation Accounting Firm of the allocation shall be, absent manifest error, final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Final Allocation”). All negotiations pursuant to this this Section 2.03(c) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence, and all negotiations and submissions to the Allocation Accounting Firm, and the dispute resolution proceedings under this Section 2.03(c), shall be treated as confidential information. The fees and expenses of the Allocation Accounting Firm for its services rendered pursuant to this Section 2.03(c) shall be borne by Parent, such expert equally between Purchasers on the one hand, and Buyer, Seller on the otherother hand), in inverse proportion as each shall prevail on and the dollar amounts determination of such disputed items so submitted expert shall be binding on Purchasers and Seller, and such allocation shall constitute an Agreed Allocation for purposes of this Section 2.04(b). Seller and Purchaser undertake and agree to timely file any information that may be required to be filed pursuant to Section 1060 of the Code and shall use the Agreed Allocation in connection with the preparation of IRS Form 8594 as such form relates to the Allocation Accounting Firm as provided in transactions contemplated by this Section 2.03(c)Agreement. The Agreed-Upon Allocation or Final Allocation, as applicable, may be revised by mutual agreement between the Buyer and Parent, from time to time, prior to and following the Closing so as to reflect any matters that need updating (including adjustments to the Purchase Price under Article X, if any). (d) Each of Parent, Buyer Seller and each of their respective Affiliates shall prepare and filePurchaser agree to cooperate with the other in preparing IRS Form 8594, and cause to furnish the other with a copy of such Form prepared in draft form within a reasonable period before its filing due date. For all Tax purposes, Purchaser and Seller agree that neither of them will take, nor will either permit its Affiliates to prepare and filetake, its Tax Returns, including Form 8023 and Form 8594 if applicable, on a basis consistent with the Agreed-Upon Allocation or Final Allocation, as applicable. None of Parent, Buyer or their respective Affiliates shall take any position inconsistent with the Agreed-Upon Agreed Allocation or Final Allocation, as applicable, in any Tax Return, in any refund claim for any Taxclaim, in any litigation or administrative proceeding relating to any Taxlitigation, or otherwise unless required by final determination by an applicable Taxation Authorityotherwise. In the event that the Agreed-Upon Agreed Allocation or Final Allocation, as applicable, is disputed by any Taxation AuthorityGovernmental Authority having jurisdiction over the assessment, determination, collection, or other imposition of any Taxes, the party Party receiving notice of the dispute shall promptly notify the other parties heretoParty, and Buyer, Parent Seller and each of their respective Affiliates Purchaser agree to use their commercially reasonable efforts to defend such allocation Agreed Allocation in any audit or similar proceeding.

Purchase Price; Allocation of Purchase Price. (a) Subject to On the terms and subject to the conditions of set forth in this Agreement, the purchase price Buyer shall, on its own behalf and as agent for the Interests relevant Designated Buyers, as consideration for the Purchased Assets, in addition to the assumption by Buyer of the Assumed Liabilities and the Purchased Assets Credit Release, issue and deliver to Alpha Natural Resources the following (other than together with the Specified OUS Assets) (such amountCredit Release, the “Purchase Price”) is payable as follows:): (i) 10,000,000 shares of the Buyer’s common stock, par value $0.01 per share (“Buyer shall pay Common Stock”), representing 100% of the issued and outstanding Buyer Common Stock (after giving effect to Parent at the Closing Buyer Common Stock Redemption) (the “Closing PaymentBuyer Purchase Price Common Stock”); (ii) warrants to acquire 810,811 shares of Buyer Common Stock, for substantially in the benefit of Parent and Sellers, cash form attached as Exhibit K hereto (the “Buyer Warrants”); (iii) a promissory note or loan substantially in an amount equal to $708,500,000, plus the Estimated Cash, minus form attached as Exhibit L hereto (the Estimated Indebtedness, plus the Estimated Working Capital Excess, if applicable, or minus the Estimated Working Capital Deficit, if applicable, plus the Estimated Net Intercompany Receivable, if applicable, or minus the Estimated Net Intercompany Payable, if applicable, plus any applicable VAT in relation to the Purchase Price as provided in Section 7.08“Buyer Takeback Paper”); and (iiiv) a promissory note substantially in the form attached as Exhibit M hereto (the “GUC Distribution Note” and, together with the Buyer shall assume Purchase Price Common Stock, the Assumed Liabilities at Buyer Warrants and the Closing (orBuyer Takeback Paper, with respect to any Liabilities assumed at a Delayed Transfer Date pursuant to Article VI or Appendix VI, such Transfer Datethe “Buyer Securities”). (b) . The Closing Payment Purchase Price shall be paid at delivered as provided in ‎Section 2.10(a) and will be subject to adjustment as set forth in ‎Section 2.11. For the Closing by wire transfer avoidance of immediately available funds doubt, under no circumstances shall Buyer or any of its Affiliates be obligated to a bank account designated to Buyer pay cash in writing by Parent no later than three (3) Business Days prior to the Closing Date. (c) As soon as practicable, and in any event not later than one hundred eighty (180) days after the Closing Date, Parent shall provide for Buyer’s review and comments a proposed allocation satisfaction of the Purchase Price, except as adjusted for all relevant tax purposes to take into account the Assumed Liabilities, by country or by Transferred Subsidiary as applicable, and among the Purchased Assets, the Assumed Liabilities and the assets of the Transferred Subsidiaries by asset category in accordance with the principles of Section 1060 of the Code and other applicable Law, except that if a section 338(h)(10) election is not made, no allocation shall be made to the assets of a Transferred Subsidiary that is a domestic corporation for purposes of the Code (the “Proposed Allocation”). Buyer shall have the right to consent or object to the Proposed Allocation during the thirty (30) day period immediately following delivery of the Proposed Allocation. If Buyer delivers a notice of objection to Parent during that thirty (30) day period, Parent and Buyer shall negotiate in good faith to resolve their differences with respect to the Proposed Allocation. If Buyer makes no objection during that thirty (30) day period or Parent and Buyer agree on an allocation within the thirty (30) day period following Buyer’s delivery of such a notice of objection, the Proposed Allocation or the agreed allocation, as applicable, shall be final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Agreed-Upon Allocation”). If Parent and Buyer are unable to reach agreement on the Proposed Allocation within thirty (30) days following the delivery to Parent of Buyer’s notice of objection to the Proposed Allocation, the allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Buyer and Parent (the “Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Allocation Accounting Firm shall make its determination within thirty (30) days following the date on which the Allocation Accounting Firm is selected pursuant to this Section 2.03(c). The determination made by the Allocation Accounting Firm of the allocation shall be, absent manifest error, final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Final Allocation”). All negotiations pursuant to this this Section 2.03(c) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence, and all negotiations and submissions to the Allocation Accounting Firm, and the dispute resolution proceedings under this Section 2.03(c), shall be treated as confidential information. The fees and expenses of the Allocation Accounting Firm for its services rendered pursuant to this Section 2.03(c) shall be borne by Parent, on the one hand, and Buyer, on the other, in inverse proportion as each shall prevail on the dollar amounts of such disputed items so submitted to the Allocation Accounting Firm as provided in this Section 2.03(c). The Agreed-Upon Allocation or Final Allocation, as applicable, may be revised by mutual agreement between the Buyer and Parent, from time to time, prior to and following the Closing so as to reflect any matters that need updating (including adjustments to the Purchase Price under Article X, if any). (d) Each of Parent, Buyer and each of their respective Affiliates shall prepare and file, and cause its Affiliates to prepare and file, its Tax Returns, including Form 8023 and Form 8594 if applicable, on a basis consistent with the Agreed-Upon Allocation or Final Allocation, as applicable. None of Parent, Buyer or their respective Affiliates shall take any position inconsistent with the Agreed-Upon Allocation or Final Allocation, as applicable, in any Tax Return, in any refund claim for any Tax, in any litigation or administrative proceeding relating to any Tax, or otherwise unless required by final determination by an applicable Taxation Authority. In the event that the Agreed-Upon Allocation or Final Allocation, as applicable, is disputed by any Taxation Authority, the party receiving notice of the dispute shall promptly notify the other parties hereto, and Buyer, Parent and each of their respective Affiliates agree to use their commercially reasonable efforts to defend such allocation in any audit or similar proceeding‎Section 2.11.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows: (i) Buyer shall pay to Parent at the Closing (the “Closing Payment”)Closing, for the benefit of Parent and the Sellers, cash the Closing Payment in an amount equal cash, of which $250,000 was previously paid to Parent on March 21, 2012 as a deposit which Parent shall credit against the Closing Payment (the “Deposit”); (ii) Buyer shall pay to Parent up to a maximum of $708,500,000, plus 2,500,000 of sales payments pursuant to and in accordance with Section 2.04 (the Estimated Cash, minus the Estimated Indebtedness, plus the Estimated Working Capital Excess, if applicable, or minus the Estimated Working Capital Deficit, if applicable, plus the Estimated Net Intercompany Receivable, if applicable, or minus the Estimated Net Intercompany Payable, if applicable, plus any applicable VAT in relation to the Purchase Price as provided in Section 7.08“Sales Payments”); and (iiiii) Buyer shall assume the Assumed Liabilities at the Closing. The Closing (orPayment, with respect the Sales Payments and the Assumed Liabilities are collectively referred to any Liabilities assumed at a Delayed Transfer Date pursuant to Article VI or Appendix VI, such Transfer Date)herein as the “Purchase Price.” (b) The Closing Payment shall be paid at the Closing by wire transfer of immediately available funds to a bank account designated to Buyer in writing by Parent no later than three (3) Business Days At or prior to the Closing Date. (c) As soon as practicableClosing, Buyer and in any event not later than one hundred eighty (180) days after the Closing Date, Parent Seller shall provide for Buyer’s review and comments mutually agree on a proposed allocation of the Purchase Price, as adjusted for all relevant tax purposes to take into account the Assumed Liabilities, by country or by Transferred Subsidiary as applicablecountry, and among the Purchased Assets, the Assumed Liabilities and the assets of the Transferred Subsidiaries Assets by asset category in accordance with the principles of Section 1060 of the Code and other applicable Law, except that if a section 338(h)(10) election is not made, no allocation shall be made to the assets of a Transferred Subsidiary that is a domestic corporation for purposes of the Code (the “Proposed Allocation”). Buyer shall have the right to consent or object to the Proposed Allocation during the thirty (30) day period immediately following delivery of the Proposed Allocation. If Buyer delivers a notice of objection to Parent during that thirty (30) day period, Parent and Buyer shall negotiate in good faith to resolve their differences with respect to the Proposed Allocation. If Buyer makes no objection during that thirty (30) day period or Parent and Buyer agree on an allocation within the thirty (30) day period following Buyer’s delivery of such a notice of objection, the Proposed Allocation or the agreed allocation, as applicable, shall be final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Agreed-Agreed Upon Allocation”). If Parent and Buyer are unable to reach agreement on the Proposed Allocation within thirty (30) days following the delivery to Parent of Buyer’s notice of objection to the Proposed Allocation, the allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Buyer and Parent (the “Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Allocation Accounting Firm shall make its determination within thirty (30) days following the date on which the Allocation Accounting Firm is selected pursuant to this Section 2.03(c). The determination made by the Allocation Accounting Firm of the allocation shall be, absent manifest error, final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Final Allocation”). All negotiations pursuant to this this Section 2.03(c) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence, and all negotiations and submissions to the Allocation Accounting Firm, and the dispute resolution proceedings under this Section 2.03(c), shall be treated as confidential information. The fees and expenses of the Allocation Accounting Firm for its services rendered pursuant to this Section 2.03(c) shall be borne by Parent, on the one hand, and Buyer, on the other, in inverse proportion as each shall prevail on the dollar amounts of such disputed items so submitted to the Allocation Accounting Firm as provided in this Section 2.03(c). The Agreed-Upon Allocation or Final Allocation, as applicable, may be revised by mutual agreement between the Buyer and Parent, from time to time, prior to and following the Closing so as to reflect any matters that need updating (including adjustments to the Purchase Price under Article X, if any). (d) Each of Parent, Buyer and each of their respective Affiliates shall (i) be bound by the Agreed-Upon Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns, including Form 8023 and Form 8594 if applicable, Returns on a basis consistent with the Agreed-Upon Allocation or Final Allocation, as applicable. None of Parent, Buyer or their respective Affiliates shall take any position inconsistent with the Agreed-Upon Allocation or Final Allocation, as applicable, in any Tax Return, in any Tax refund claim for any Taxclaim, in any Tax litigation or administrative proceeding relating to any Taxproceeding, or otherwise unless required by final determination by an applicable Taxation Authority. In the event that the Agreed-Upon Allocation or Final Allocation, as applicable, is disputed by any Taxation Authority, the party receiving notice of the dispute shall promptly notify the other parties party hereto, and Buyer, Buyer and Parent and each of their respective Affiliates agree to use their commercially reasonable best efforts to defend such allocation Agreed-Upon Allocation in any audit or similar proceeding.

Purchase Price; Allocation of Purchase Price. (a) Subject In consideration of Seller's transfer of good and marketable title to, and delivery of, the Purchased Assets to Buyer, effective upon the Closing, Buyer shall (i) pay to Seller in cash at the Closing an amount equal to the terms sum of Six Million United States Dollars (U.S.$6,000,000) plus the amount of any Seller Closing Adjustment (as defined in Section 2.7(c) below), LESS (1) amounts constituting Closing Seller Liabilities (as defined in Section 2.6(a)(ii) below), (2) amounts owed to Buyer under the Loan Agreement and conditions set off by Buyer, (3) amounts owed to Buyer under the Management Services Agreement and set off by Buyer, and (4) the amount of any Buyer Closing Adjustment (as defined in Section 2.7(c) below) (the "CLOSING CASH CONSIDERATION"); (ii) make payment on behalf of Seller of the Closing Seller Liabilities as provided in Section 2.6(a)(ii) below; (iii) assume the Assumed Liabilities (and no other Liabilities) of Seller; and (iv) agree, as provided in Article 12 of this Agreement, to pay Seller in cash, at the time provided in Article 12 of this Agreement, the purchase price for Deferred Amount (as defined below) minus the Interests and amount of Damages that Buyer is entitled to recover from the Purchased Assets Deferred Amount pursuant to Claims (other than as defined in Section 12.4) in accordance with Article 12 of this Agreement (the Specified OUS Assets) (such amount"PURCHASE PRICE"). As used herein, the “Purchase Price”"DEFERRED AMOUNT" means the sum of One Million United States Dollars (U.S.$1,000,000) is payable as follows: (i) in cash. The Parties acknowledge and agree that Buyer shall pay be the sole owner of the Deferred Amount and Seller has no right or interest therein until all or any portion of the Deferred Amount is required to Parent at be paid and released to Seller under the Closing (the “Closing Payment”)terms of Article 12 of this Agreement, for the benefit of Parent and Sellers, cash in an amount equal to $708,500,000, plus the Estimated Cash, minus the Estimated Indebtedness, plus the Estimated Working Capital Excess, if applicable, or minus the Estimated Working Capital Deficit, if applicable, plus the Estimated Net Intercompany Receivable, if applicable, or minus the Estimated Net Intercompany Payable, if applicable, plus any applicable VAT in relation that subject to the Purchase Price as provided in Section 7.08; and (ii) provisions of Article 12, Buyer shall assume be entitled to retain the Assumed Liabilities at the Closing (or, with Deferred Amount as a non-exclusive remedy in respect to any Liabilities assumed at a Delayed Transfer Date pursuant to of Seller's indemnification obligations under this Article VI or Appendix VI, such Transfer Date). (b) The Closing Payment shall be paid at the Closing by wire transfer of immediately available funds to a bank account designated to Buyer in writing by Parent no later than three (3) Business Days prior to the Closing Date. (c) As soon as practicable, and in any event not later than one hundred eighty (180) days after the Closing Date, Parent shall provide for Buyer’s review and comments a proposed allocation of the Purchase Price, as adjusted for all relevant tax purposes to take into account the Assumed Liabilities, by country or by Transferred Subsidiary as applicable, and among the Purchased Assets, the Assumed Liabilities and the assets of the Transferred Subsidiaries by asset category 12 in accordance with the principles of Section 1060 of the Code and other applicable Law, except that if a section 338(h)(10) election is not made, no allocation shall be made to the assets of a Transferred Subsidiary that is a domestic corporation for purposes of the Code (the “Proposed Allocation”). Buyer shall have the right to consent or object to the Proposed Allocation during the thirty (30) day period immediately following delivery of the Proposed Allocation. If Buyer delivers a notice of objection to Parent during that thirty (30) day period, Parent and Buyer shall negotiate in good faith to resolve their differences with respect to the Proposed Allocation. If Buyer makes no objection during that thirty (30) day period or Parent and Buyer agree on an allocation within the thirty (30) day period following Buyer’s delivery of such a notice of objection, the Proposed Allocation or the agreed allocation, as applicable, shall be final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Agreed-Upon Allocation”). If Parent and Buyer are unable to reach agreement on the Proposed Allocation within thirty (30) days following the delivery to Parent of Buyer’s notice of objection to the Proposed Allocation, the allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Buyer and Parent (the “Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Allocation Accounting Firm shall make its determination within thirty (30) days following the date on which the Allocation Accounting Firm is selected pursuant to this Section 2.03(c). The determination made by the Allocation Accounting Firm of the allocation shall be, absent manifest error, final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Final Allocation”). All negotiations pursuant to this this Section 2.03(c) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence, and all negotiations and submissions to the Allocation Accounting Firm, and the dispute resolution proceedings under this Section 2.03(c), shall be treated as confidential information. The fees and expenses of the Allocation Accounting Firm for its services rendered pursuant to this Section 2.03(c) shall be borne by Parent, on the one hand, and Buyer, on the other, in inverse proportion as each shall prevail on the dollar amounts of such disputed items so submitted to the Allocation Accounting Firm as provided in this Section 2.03(c). The Agreed-Upon Allocation or Final Allocation, as applicable, may be revised by mutual agreement between the Buyer and Parent, from time to time, prior to and following the Closing so as to reflect any matters that need updating (including adjustments to the Purchase Price under Article X, if any)terms thereof. (d) Each of Parent, Buyer and each of their respective Affiliates shall prepare and file, and cause its Affiliates to prepare and file, its Tax Returns, including Form 8023 and Form 8594 if applicable, on a basis consistent with the Agreed-Upon Allocation or Final Allocation, as applicable. None of Parent, Buyer or their respective Affiliates shall take any position inconsistent with the Agreed-Upon Allocation or Final Allocation, as applicable, in any Tax Return, in any refund claim for any Tax, in any litigation or administrative proceeding relating to any Tax, or otherwise unless required by final determination by an applicable Taxation Authority. In the event that the Agreed-Upon Allocation or Final Allocation, as applicable, is disputed by any Taxation Authority, the party receiving notice of the dispute shall promptly notify the other parties hereto, and Buyer, Parent and each of their respective Affiliates agree to use their commercially reasonable efforts to defend such allocation in any audit or similar proceeding.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, the The purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as followsis: (i) Buyer shall pay to Parent at the Closing $80,000,000 in cash (the “Closing PaymentCash Consideration”), for the benefit ; (ii) 900,171 shares of Parent and Sellers, cash in an amount equal to $708,500,000, plus Common Stock (the Estimated Cash, minus the Estimated Indebtedness, plus the Estimated Working Capital Excess, if applicable, or minus the Estimated Working Capital Deficit, if applicable, plus the Estimated Net Intercompany Receivable, if applicable, or minus the Estimated Net Intercompany Payable, if applicable, plus any applicable VAT in relation to the Purchase Price as provided in Section 7.08“Share Consideration”); and (iiiii) Buyer shall assume a subordinated, unsecured note of Parent in aggregate principal amount of $40,000,000, in substantially the Assumed Liabilities at form of Exhibit B hereto (the “Note”) (clauses (i) through (iii) collectively referred to as the “Closing Consideration”); and (or, iv) any Earn-Out Payments made in accordance with respect to any Liabilities assumed at a Delayed Transfer Date pursuant to Article VI or Appendix VI, such Transfer Date)Section 2.11. (b) The Closing Payment Consideration shall be paid at as provided in Section 2.07 and the Closing by wire transfer of immediately available funds Cash Consideration shall be subject to a bank account designated to Buyer adjustment as provided in writing by Parent no later than three (3) Business Days prior to the Closing DateSection 2.09. (c) As soon promptly as practicable, and in any event not practicable but no later than one hundred eighty (180) 45 days after the Closing DateClosing, Parent Buyer shall provide for Buyer’s review and comments deliver to Seller a proposed allocation of statement (the “Allocation Statement”), allocating the Purchase Price, as adjusted for all relevant tax purposes to take into account the Price (plus Assumed Liabilities, by country or by Transferred Subsidiary as applicable, and to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets, the Assumed Liabilities and Assets (including the assets of the Transferred Subsidiaries Purchased Subsidiary deemed to have been purchased by asset category Buyer for Tax purposes) in accordance with Section 1060 of the Code. If within 10 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain the Chicago, Illinois office of Xxxxx Xxxxxxxx LLP or, if Xxxxx Xxxxxxxx LLP does not accept the engagement, then another nationally recognized accounting firm with no prior relationship with either Buyer or Seller (the “Independent Allocation Referee”) to resolve the disputed items. Seller and Buyer agree that any such engagement agreement will provide that neither will have any ex parte communication with the Independent Allocation Referee. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of the Independent Allocation Referee shall be borne one half by Buyer and one half by Seller. (d) Seller and Buyer agree to (i) be bound by the Allocation Statement and (ii) act in accordance with the principles Allocation in the preparation, filing and audit of any Tax Return (including filing Form 8594 with its federal income Tax Return for the taxable year that includes the date of the Closing). (e) If an adjustment is made with respect to the Cash Consideration pursuant to Section 2.09 or any Earn-Out Payment is made pursuant to Section 2.11, the Allocation Statement shall be adjusted in accordance with Section 1060 of the Code and other applicable Law, except that if a section 338(h)(10) election is not made, no allocation shall be made to the assets of a Transferred Subsidiary that is a domestic corporation for purposes of the Code (the “Proposed Allocation”). Buyer shall have the right to consent or object to the Proposed Allocation during the thirty (30) day period immediately following delivery of the Proposed Allocation. If Buyer delivers a notice of objection to Parent during that thirty (30) day period, Parent and Buyer shall negotiate in good faith to resolve their differences with respect to the Proposed Allocation. If Buyer makes no objection during that thirty (30) day period or Parent and Buyer agree on an allocation within the thirty (30) day period following Buyer’s delivery of such a notice of objection, the Proposed Allocation or the as mutually agreed allocation, as applicable, shall be final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Agreed-Upon Allocation”). If Parent and Buyer are unable to reach agreement on the Proposed Allocation within thirty (30) days following the delivery to Parent of Buyer’s notice of objection to the Proposed Allocation, the allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Buyer and Parent (the “Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Allocation Accounting Firm shall make its determination within thirty (30) days following the date on which the Allocation Accounting Firm is selected pursuant to this Section 2.03(c). The determination made by the Allocation Accounting Firm of the allocation shall be, absent manifest error, final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Final Allocation”). All negotiations pursuant to this this Section 2.03(c) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence, and all negotiations and submissions to the Allocation Accounting Firm, and the dispute resolution proceedings under this Section 2.03(c), shall be treated as confidential information. The fees and expenses of the Allocation Accounting Firm for its services rendered pursuant to this Section 2.03(c) shall be borne by Parent, on the one hand, and Buyer, on the other, in inverse proportion as each shall prevail on the dollar amounts of such disputed items so submitted to the Allocation Accounting Firm as provided in this Section 2.03(c). The Agreed-Upon Allocation or Final Allocation, as applicable, may be revised by mutual agreement between the Buyer and Parent, from time to time, prior to and following the Closing so as to reflect any matters that need updating (including adjustments to the Purchase Price under Article X, if any). (d) Each of Parent, Buyer and each of their respective Affiliates shall prepare and file, and cause its Affiliates to prepare and file, its Tax Returns, including Form 8023 and Form 8594 if applicable, on a basis consistent with the Agreed-Upon Allocation or Final Allocation, as applicable. None of Parent, Buyer or their respective Affiliates shall take any position inconsistent with the Agreed-Upon Allocation or Final Allocation, as applicable, in any Tax Return, in any refund claim for any Tax, in any litigation or administrative proceeding relating to any Tax, or otherwise unless required by final determination by an applicable Taxation AuthoritySeller. In the event that an agreement with respect to such adjustment is not reached within 20 days after the Agreeddetermination of Final Closing Working Capital or the final determination of the Earn-Upon Allocation or Final AllocationOut Payment, as applicable, is any disputed by items shall be resolved in the manner described in Section 2.06(c). Buyer and Seller agree to file any Taxation Authority, the party receiving notice additional information return required to be filed pursuant to Section 1060 of the dispute shall promptly notify Code and to treat the other parties hereto, and Buyer, Parent and each Allocation Statement as adjusted in the manner described in Section 2.06(d). (f) Not later than 30 days prior to the filing of their respective Affiliates agree Forms 8594 relating to use their commercially reasonable efforts this transaction, each party shall deliver to defend such allocation in any audit or similar proceedingthe other party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) Subject to On the terms and subject to the conditions of set forth in this Agreement, the purchase price Buyer shall, on its own behalf and as agent for the Interests relevant Designated Buyers, as consideration for the Purchased Assets, in addition to the assumption by Buyer of the Assumed Liabilities and the Purchased Assets Credit Release, issue and deliver to Alpha Natural Resources the following (other than together with the Specified OUS Assets) (such amountCredit Release, the “Purchase Price”) is payable as follows:): (i) 10,000,000 shares of the Buyer’s common stock, par value $0.01 per share (“Buyer shall pay Common Stock”), representing 100% of the issued and outstanding Buyer Common Stock (after giving effect to Parent at the Closing Buyer Common Stock Redemption) (the “Closing PaymentBuyer Purchase Price Common Stock”); (ii) warrants to acquire 810,811 shares of Buyer Common Stock, for substantially in the benefit of Parent and Sellersform attached as Exhibit K hereto (the “Buyer Warrants”); (iii) a promissory note or loan substantially in the form attached as Exhibit L hereto (the “Buyer Takeback Paper”); and (iv) a promissory note substantially in the form attached as Exhibit M hereto (the “GUC Distribution Note” and, cash in an amount equal to $708,500,000, plus together with the Estimated Cash, minus the Estimated Indebtedness, plus the Estimated Working Capital Excess, if applicable, or minus the Estimated Working Capital Deficit, if applicable, plus the Estimated Net Intercompany Receivable, if applicable, or minus the Estimated Net Intercompany Payable, if applicable, plus any applicable VAT in relation to the Buyer Purchase Price Common Stock, the Buyer Warrants and the Buyer Takeback Paper, the “Buyer Securities”). The Purchase Price shall be delivered as provided in Section 7.08; and (ii2.10(a) and will be subject to adjustment as set forth in Section 2.11. For the avoidance of doubt, under no circumstances shall Buyer shall assume the Assumed Liabilities at the Closing (or, with respect or any of its Affiliates be obligated to any Liabilities assumed at a Delayed Transfer Date pursuant to Article VI or Appendix VI, such Transfer Date). (b) The Closing Payment shall be paid at the Closing by wire transfer of immediately available funds to a bank account designated to Buyer pay cash in writing by Parent no later than three (3) Business Days prior to the Closing Date. (c) As soon as practicable, and in any event not later than one hundred eighty (180) days after the Closing Date, Parent shall provide for Buyer’s review and comments a proposed allocation satisfaction of the Purchase Price, except as adjusted for all relevant tax purposes to take into account the Assumed Liabilities, by country or by Transferred Subsidiary as applicable, and among the Purchased Assets, the Assumed Liabilities and the assets of the Transferred Subsidiaries by asset category in accordance with the principles of Section 1060 of the Code and other applicable Law, except that if a section 338(h)(10) election is not made, no allocation shall be made to the assets of a Transferred Subsidiary that is a domestic corporation for purposes of the Code (the “Proposed Allocation”). Buyer shall have the right to consent or object to the Proposed Allocation during the thirty (30) day period immediately following delivery of the Proposed Allocation. If Buyer delivers a notice of objection to Parent during that thirty (30) day period, Parent and Buyer shall negotiate in good faith to resolve their differences with respect to the Proposed Allocation. If Buyer makes no objection during that thirty (30) day period or Parent and Buyer agree on an allocation within the thirty (30) day period following Buyer’s delivery of such a notice of objection, the Proposed Allocation or the agreed allocation, as applicable, shall be final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Agreed-Upon Allocation”). If Parent and Buyer are unable to reach agreement on the Proposed Allocation within thirty (30) days following the delivery to Parent of Buyer’s notice of objection to the Proposed Allocation, the allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Buyer and Parent (the “Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Allocation Accounting Firm shall make its determination within thirty (30) days following the date on which the Allocation Accounting Firm is selected pursuant to this Section 2.03(c). The determination made by the Allocation Accounting Firm of the allocation shall be, absent manifest error, final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Final Allocation”). All negotiations pursuant to this this Section 2.03(c) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence, and all negotiations and submissions to the Allocation Accounting Firm, and the dispute resolution proceedings under this Section 2.03(c), shall be treated as confidential information. The fees and expenses of the Allocation Accounting Firm for its services rendered pursuant to this Section 2.03(c) shall be borne by Parent, on the one hand, and Buyer, on the other, in inverse proportion as each shall prevail on the dollar amounts of such disputed items so submitted to the Allocation Accounting Firm as provided in this Section 2.03(c). The Agreed-Upon Allocation or Final Allocation, as applicable, may be revised by mutual agreement between the Buyer and Parent, from time to time, prior to and following the Closing so as to reflect any matters that need updating (including adjustments to the Purchase Price under Article X, if any). (d) Each of Parent, Buyer and each of their respective Affiliates shall prepare and file, and cause its Affiliates to prepare and file, its Tax Returns, including Form 8023 and Form 8594 if applicable, on a basis consistent with the Agreed-Upon Allocation or Final Allocation, as applicable. None of Parent, Buyer or their respective Affiliates shall take any position inconsistent with the Agreed-Upon Allocation or Final Allocation, as applicable, in any Tax Return, in any refund claim for any Tax, in any litigation or administrative proceeding relating to any Tax, or otherwise unless required by final determination by an applicable Taxation Authority. In the event that the Agreed-Upon Allocation or Final Allocation, as applicable, is disputed by any Taxation Authority, the party receiving notice of the dispute shall promptly notify the other parties hereto, and Buyer, Parent and each of their respective Affiliates agree to use their commercially reasonable efforts to defend such allocation in any audit or similar proceedingSection 2.11.

Purchase Price; Allocation of Purchase Price. (a) Subject to Upon the terms and subject to the conditions of this AgreementAgreement and in consideration of the sale, conveyance, assignment and transfer of the purchase price for Acquired Assets to be sold to Buyer hereunder, Buyer will pay to Seller capital stock which the Interests parties have valued at Six Million Dollars ($6,000,000) as follows: four hundred thousand (400,000) newly issued shares of Revlon, Inc. Class A Common Stock and four thousand three hundred thirty three (4,333) newly issued shares of Revlon, Inc.Series B Preferred Shares, with 433,333 votes in the Purchased Assets aggregate, convertible into 433,333 shares of Class A Common Stock with the rights and preferences set forth on Exhibit C annexed (other than the Specified OUS Assets"Series B Preferred Shares") (such amount, the “"Purchase Price”") is payable as follows: (i) Buyer it being understood that conversion of the Preferred Shares shall pay to Parent at the Closing (the “Closing Payment”), for the benefit of Parent and Sellers, cash in an amount equal to $708,500,000, plus the Estimated Cash, minus the Estimated Indebtedness, plus the Estimated Working Capital Excess, if applicable, or minus the Estimated Working Capital Deficit, if applicable, plus the Estimated Net Intercompany Receivable, if applicable, or minus the Estimated Net Intercompany Payable, if applicable, plus any applicable VAT in relation be subject to the Purchase Price as provided in Section 7.08; and (ii) Buyer shall assume approval of the Assumed Liabilities at the Closing (orshareholders of Revlon, with respect to any Liabilities assumed at a Delayed Transfer Date pursuant to Article VI or Appendix VI, such Transfer Date).Inc. (b) The Closing Payment shall be paid at the Closing by wire transfer of immediately available funds As Seller intends to a bank account designated to Buyer in writing by Parent no later than three (3) Business Days prior to the Closing Date. (c) As soon as practicable, and in any event not later than one hundred eighty (180) days after the Closing Date, Parent shall provide for Buyer’s review and comments a proposed allocation of the Purchase Price, as adjusted for all relevant tax purposes to take into account the Assumed Liabilities, by country or by Transferred Subsidiary as applicable, and among the Purchased Assets, the Assumed Liabilities and the assets of the Transferred Subsidiaries by asset category in accordance with the principles of Section 1060 of the Code and other applicable Law, except that if a section 338(h)(10) election is not made, no allocation shall be made to the assets of a Transferred Subsidiary that is a domestic corporation for purposes of the Code (the “Proposed Allocation”). Buyer shall have the right to consent or object to the Proposed Allocation during the thirty (30) day period immediately following delivery of the Proposed Allocation. If Buyer delivers a notice of objection to Parent during that thirty (30) day period, Parent and Buyer shall negotiate in good faith to resolve their differences with respect to the Proposed Allocation. If Buyer makes no objection during that thirty (30) day period or Parent and Buyer agree on an allocation within the thirty (30) day period following Buyer’s delivery of such a notice of objection, the Proposed Allocation or the agreed allocation, as applicable, shall be final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Agreed-Upon Allocation”). If Parent and Buyer are unable to reach agreement on the Proposed Allocation within thirty (30) days following the delivery to Parent of Buyer’s notice of objection to the Proposed Allocation, the allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Buyer and Parent (the “Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Allocation Accounting Firm shall make its determination within thirty (30) days following the date on which the Allocation Accounting Firm is selected pursuant to this Section 2.03(c). The determination made by the Allocation Accounting Firm of the allocation shall be, absent manifest error, final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Final Allocation”). All negotiations pursuant to this this Section 2.03(c) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence, and all negotiations and submissions to the Allocation Accounting Firm, and the dispute resolution proceedings under this Section 2.03(c), shall be treated as confidential information. The fees and expenses of the Allocation Accounting Firm for its services rendered pursuant to this Section 2.03(c) shall be borne by Parent, on the one hand, and Buyer, on the other, in inverse proportion as each shall prevail on the dollar amounts of such disputed items so submitted to the Allocation Accounting Firm as provided in this Section 2.03(c). The Agreed-Upon Allocation or Final Allocation, as applicable, may be revised by mutual agreement between the Buyer and Parent, from time to time, prior to and following the Closing so as to reflect any matters that need updating (including adjustments to contribute the Purchase Price under Article X, if anyto its indirect wholly-owned subsidiary REV Holdings Inc. ("REV"). (d) Each of Parent, Buyer and each REV (who Seller shall cause to do so) will on the Closing Date amend the Registration Rights Agreement dated as of their respective Affiliates shall prepare March 5, 1996 between Buyer and file, and cause its Affiliates to prepare and file, its Tax Returns, including Form 8023 and Form 8594 if applicable, on a basis consistent with REV (the Agreed-Upon Allocation or Final Allocation, as applicable. None of Parent, Buyer or their respective Affiliates shall take any position inconsistent with the Agreed-Upon Allocation or Final Allocation, as applicable, in any Tax Return, in any refund claim for any Tax, in any litigation or administrative proceeding relating to any Tax, or otherwise unless required by final determination by an applicable Taxation Authority. In the event "Registration Rights Agreement") providing that the Agreed-Upon Allocation or Final Allocation, as applicable, is disputed by shares issued pursuant to Section 3.01(a) including any Taxation Authority, shares issuable upon the party receiving notice conversion of the dispute Series B Preferred Shares into Class A shares shall promptly notify the other parties hereto, and Buyer, Parent and each of their respective Affiliates agree to use their commercially reasonable efforts to defend such allocation in any audit or similar proceedingbe "Registrable Securities" under said agreement.

Purchase Price; Allocation of Purchase Price. (a) Subject to Upon the terms and subject to the conditions of this Agreement, Ralin shall sell to Sabratek, and Sabratek shall purchase from Ralin, 100 shares of LWI Common Stock (as defined in Section 2.3), which shares of LWI Common Stock shall constitute all of the purchase price for the Interests issued and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows: (i) Buyer shall pay to Parent at the Closing outstanding shares of capital stock of LWI (the “Closing Payment”), for the benefit of Parent and Sellers, cash in an amount equal to $708,500,000, plus the Estimated Cash, minus the Estimated Indebtedness, plus the Estimated Working Capital Excess, if applicable, or minus the Estimated Working Capital Deficit, if applicable, plus the Estimated Net Intercompany Receivable, if applicable, or minus the Estimated Net Intercompany Payable, if applicable, plus any applicable VAT in relation to the Purchase Price as provided in Section 7.08; and (ii) Buyer shall assume the Assumed Liabilities at the Closing (or, with respect to any Liabilities assumed at a Delayed Transfer Date pursuant to Article VI or Appendix VI, such Transfer Date"Shares"). (b) The Closing Payment aggregate purchase price (the "Purchase Price") payable for all of the Shares shall be as follows: (i) $12,260,000 in cash (the "Cash Consideration"), plus (ii) 900,000 shares of unregistered Sabratek Common Stock (as defined in Section 3.2), which shares shall be paid into escrow accounts at the Closing by wire transfer of immediately available funds to a bank account designated to Buyer (as defined below) as set forth in writing by Parent no later than three Section 1.1(c) below (3) Business Days the "Share Consideration"). If, prior to the Closing DateClosing, the outstanding shares of Sabratek Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, then an appropriate and proportionate adjustment shall be made to the Share Consideration. (c) Sabratek and Ralin agree to make a timely election under Section 338(h)(10) of the Code (as defined in Section 2.13) in respect to the purchase and sale of the Shares as provided in Section 5.12(f) of this Agreement. As soon a result the parties agree that for federal and state income tax purposes the transaction will be treated as practicablea sale of assets by LWI and that any tax attributes of LWI (including but not limited to any net operating loss carryover) will not be transferred to Sabratek or survive with LWI, but shall be retained by Ralin. The Purchase Price and the liabilities of LWI (plus other relevant items) shall be allocated to the assets of LWI for all purposes (including tax and financial accounting) as shown on a schedule (the "Allocation Schedule") prepared in any event not later than one hundred eighty (180) accordance with this Section 1.2(c). Within 60 days after the Closing Date, Parent Sabratek shall provide for Buyer’s review and comments prepare a proposed allocation draft of the Purchase Price, as adjusted Allocation Schedule and deliver such draft to Ralin for all relevant tax purposes to take into account the Assumed Liabilities, by country or by Transferred Subsidiary as applicable, and among the Purchased Assets, the Assumed Liabilities and the assets of the Transferred Subsidiaries by asset category in accordance with the principles of Section 1060 of the Code and other applicable Law, except that if a section 338(h)(10) election is not made, no allocation Ralin's review. The parties shall be made to the assets of a Transferred Subsidiary that is a domestic corporation for purposes of the Code (the “Proposed Allocation”). Buyer shall have the right to consent or object to the Proposed Allocation during the thirty (30) day period immediately following delivery of the Proposed Allocation. If Buyer delivers a notice of objection to Parent during that thirty (30) day period, Parent and Buyer shall negotiate work together in good faith to resolve their differences with respect any disagreements regarding any of the allocations proposed by Sabratek in such draft. If, within 30 days after the date that Sabratek submits its draft of the Allocation Schedule to the Proposed Allocation. If Buyer makes no objection during that thirty (30) day period or Parent and Buyer agree on an allocation within the thirty (30) day period following Buyer’s delivery of such a notice of objectionRalin for Ralin's review, the Proposed Allocation or the agreed allocation, as applicable, shall be final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Agreed-Upon Allocation”). If Parent and Buyer parties are unable to reach agreement on resolve all disagreements regarding the Proposed Allocation within thirty (30) days following allocations reflected thereon, then the delivery to Parent of Buyer’s notice of objection to the Proposed Allocation, the allocation disputed items shall be determined by an internationally-recognized independent submitted to a Big 5 accounting firm mutually selected agreeable to Sabratek and Ralin for resolution, which firm shall resolve all disputed items within 30 days after such submission. Such firm's resolution of all disputed items shall be binding on Ralin and Sabratek, and the fees and expenses of such firm shall be borne equally by Buyer Sabratek and Parent Ralin. Sabratek, Ralin and LWI will file all Tax Returns (the “Allocation Accounting Firm”including amended returns and claims for refund) using customary valuation methodologies; provided, however, that and information reports (including Form 8023) in a manner consistent with the Allocation Accounting Firm shall make its determination within thirty (30) days following the date on which the Allocation Accounting Firm is selected Schedule as finally determined pursuant to this Section 2.03(c). The determination made by the Allocation Accounting Firm of the allocation shall be, absent manifest error, final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Final Allocation”). All negotiations pursuant to this this Section 2.03(c) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence, and all negotiations and submissions to the Allocation Accounting Firm, and the dispute resolution proceedings under this Section 2.03(c), shall be treated as confidential information. The fees and expenses of the Allocation Accounting Firm for its services rendered pursuant to this Section 2.03(c) shall be borne by Parent, on the one hand, and Buyer, on the other, in inverse proportion as each shall prevail on the dollar amounts of such disputed items so submitted to the Allocation Accounting Firm as provided in this Section 2.03(c). The Agreed-Upon Allocation or Final Allocation, as applicable, may be revised by mutual agreement between the Buyer and Parent, from time to time, prior to and following the Closing so as to reflect any matters that need updating (including adjustments to the Purchase Price under Article X, if any1.2(c). (d) Each of Parent, Buyer and each of their respective Affiliates shall prepare and file, and cause its Affiliates to prepare and file, its Tax Returns, including Form 8023 and Form 8594 if applicable, on a basis consistent with the Agreed-Upon Allocation or Final Allocation, as applicable. None of Parent, Buyer or their respective Affiliates shall take any position inconsistent with the Agreed-Upon Allocation or Final Allocation, as applicable, in any Tax Return, in any refund claim for any Tax, in any litigation or administrative proceeding relating to any Tax, or otherwise unless required by final determination by an applicable Taxation Authority. In the event that the Agreed-Upon Allocation or Final Allocation, as applicable, is disputed by any Taxation Authority, the party receiving notice of the dispute shall promptly notify the other parties hereto, and Buyer, Parent and each of their respective Affiliates agree to use their commercially reasonable efforts to defend such allocation in any audit or similar proceeding.

Purchase Price; Allocation of Purchase Price. (a) Subject to The purchase price (the terms and conditions “Purchase Price”) for the Purchased Assets shall be the sum of this Agreement, (i) the Adjusted Cash Amount (of which $9,300,000 represents the purchase price for the Interests Xxxxxxx/T&M Shares), (ii) the Inventory Value, (iii) the Turnaround Expenditure Amount, (iv) the Accrued Vacation Adjustment (which amount may be positive or negative), and (v) the negation of the Retiree Medical Adjustment Amount. The Purchase Price shall be paid as provided in Section 2.07 and shall be subject to adjustment as provided in Section 2.08, Section 2.09 and Section 12.04. (b) As promptly as practicable, but not later than 90 days after the Closing, Buyer and Seller shall exchange their respective schedules allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets (other than the Specified OUS AssetsXxxxxxx / T&M Shares, for which the purchase price is as set forth in Section 2.06(a)) in accordance with Section 1060 of the Code (such amountas to each of Buyer and Seller, the “Purchase Price”) is payable as follows: (i) Buyer shall pay to Parent at the Closing (the “Closing PaymentAllocation”). Buyer and Seller will make reasonable efforts to agree their respective Allocations for purposes of the preparation, filing and audit of any Tax return (including the filing for the benefit of Parent Form 8594); provided, however, nothing in this Agreement shall require Buyer and Sellers, cash in an amount equal Seller to $708,500,000, plus the Estimated Cash, minus the Estimated Indebtedness, plus the Estimated Working Capital Excess, if applicable, or minus the Estimated Working Capital Deficit, if applicable, plus the Estimated Net Intercompany Receivable, if applicable, or minus the Estimated Net Intercompany Payable, if applicable, plus any applicable VAT in relation to the Purchase Price as provided in Section 7.08; and (ii) Buyer shall assume the Assumed Liabilities at the Closing (or, with respect to any Liabilities assumed at a Delayed Transfer Date pursuant to Article VI or Appendix VI, such Transfer Date). (b) The Closing Payment shall be paid at the Closing by wire transfer of immediately available funds agree to a bank account designated to Buyer in writing by Parent no later than three (3) Business Days prior to the Closing Datecommon Allocation. (c) As soon as practicable, and in any event not Not later than one hundred eighty (180) 30 days after the Closing Date, Parent shall provide for Buyer’s review and comments a proposed allocation of the Purchase Price, as adjusted for all relevant tax purposes to take into account the Assumed Liabilities, by country or by Transferred Subsidiary as applicable, and among the Purchased Assets, the Assumed Liabilities and the assets of the Transferred Subsidiaries by asset category in accordance with the principles of Section 1060 of the Code and other applicable Law, except that if a section 338(h)(10) election is not made, no allocation shall be made prior to the assets of a Transferred Subsidiary that is a domestic corporation for purposes of the Code (the “Proposed Allocation”). Buyer shall have the right to consent or object to the Proposed Allocation during the thirty (30) day period immediately following delivery of the Proposed Allocation. If Buyer delivers a notice of objection to Parent during that thirty (30) day period, Parent and Buyer shall negotiate in good faith to resolve their differences with respect to the Proposed Allocation. If Buyer makes no objection during that thirty (30) day period or Parent and Buyer agree on an allocation within the thirty (30) day period following Buyer’s delivery of such a notice of objection, the Proposed Allocation or the agreed allocation, as applicable, shall be final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Agreed-Upon Allocation”). If Parent and Buyer are unable to reach agreement on the Proposed Allocation within thirty (30) days following the delivery to Parent of Buyer’s notice of objection to the Proposed Allocation, the allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Buyer and Parent (the “Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Allocation Accounting Firm shall make its determination within thirty (30) days following the date on which the Allocation Accounting Firm is selected pursuant to this Section 2.03(c). The determination made by the Allocation Accounting Firm of the allocation shall be, absent manifest error, final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Final Allocation”). All negotiations pursuant to this this Section 2.03(c) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence, and all negotiations and submissions to the Allocation Accounting Firm, and the dispute resolution proceedings under this Section 2.03(c), shall be treated as confidential information. The fees and expenses of the Allocation Accounting Firm for its services rendered pursuant to this Section 2.03(c) shall be borne by Parent, on the one hand, and Buyer, on the other, in inverse proportion as each shall prevail on the dollar amounts of such disputed items so submitted to the Allocation Accounting Firm as provided in this Section 2.03(c). The Agreed-Upon Allocation or Final Allocation, as applicable, may be revised by mutual agreement between the Buyer and Parent, from time to time, prior to and following the Closing so as to reflect any matters that need updating (including adjustments to the Purchase Price under Article X, if any). (d) Each of Parent, Buyer and each filing of their respective Affiliates shall prepare and file, and cause its Affiliates to prepare and file, its Tax Returns, including Form 8023 and Form Forms 8594 if applicable, on a basis consistent with the Agreed-Upon Allocation or Final Allocation, as applicable. None of Parent, Buyer or their respective Affiliates shall take any position inconsistent with the Agreed-Upon Allocation or Final Allocation, as applicable, in any Tax Return, in any refund claim for any Tax, in any litigation or administrative proceeding relating to any Taxthis transaction, or otherwise unless required by final determination by an applicable Taxation Authority. In the event that the Agreed-Upon Allocation or Final Allocation, as applicable, is disputed by any Taxation Authority, the each party receiving notice of the dispute shall promptly notify deliver to the other parties hereto, and Buyer, Parent and each party a copy of their respective Affiliates agree to use their commercially reasonable efforts to defend such allocation in any audit or similar proceedingits Form 8594.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, the The purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “"Purchase Price”") is payable as follows: (i) Buyer an amount in cash equal to (A) $333.6 million, of which Consumers shall pay to Parent at $208.6 million and OI shall pay $125.0 million, plus (B) the Closing June 30 Trade Payables minus (C) the Final Post-Filing Trade Payables and (ii) 490,000 shares of New Anchor common stock and 1,876,000 shares of New Anchor 10% preferred stock (collectively, the "Shares") (the “Closing Payment”), for the benefit terms of Parent such 10% preferred stock being set forth on Appendix C) which Consumers shall cause New Anchor to issue and Sellers, cash in an amount equal deliver to $708,500,000, plus the Estimated Cash, minus the Estimated Indebtedness, plus the Estimated Working Capital Excess, if applicable, Seller. Seller and Consumers each hereby acknowledge and agree that OI has and shall have no liability or minus the Estimated Working Capital Deficit, if applicable, plus the Estimated Net Intercompany Receivable, if applicable, or minus the Estimated Net Intercompany Payable, if applicable, plus any applicable VAT in relation obligation with respect to the Shares. The Purchase Price shall be subject to adjustment as provided in Section 7.08; and 2.09, and shall be paid as provided in Section 2.07. On the Closing Date, Buyers shall pay to Seller as provided in Section 2.07 an aggregate amount in cash (the "Estimated Purchase Price") equal to (i) $333.6 million (in the proportion specified in the first sentence of this Section 2.06(a)) plus (ii) Buyer the June 30 Trade Payables minus (iii) the Estimated Post-Filing Trade Payables plus or minus (iv) the amount set forth in Section 2.06(b) below as the adjustment to the Estimated Purchase Price, and Consumers shall assume cause New Anchor to issue and deliver to Seller certificates representing the Assumed Liabilities at Shares. If the Closing (orJune 30 Trade Payables exceed the Estimated Post-Filing Trade Payables, with respect the amount of such excess shall be paid by the Buyers in such proportion as they may jointly specify to any Liabilities assumed at a Delayed Transfer Date pursuant Seller; provided that if Buyers fail to Article VI or Appendix VIso specify, Buyers shall be jointly liable for the payment of the full amount of such Transfer Date)excess. (b) The Closing Payment shall be paid at the Closing by wire transfer of immediately available funds to a bank account designated to Buyer in writing by Parent no later Not less than three (3) Business Days business days prior to the Closing Date, Seller shall deliver to Buyers a certificate, signed by the chief financial officer of Seller, setting forth Seller's good faith estimate of trade payables incurred subsequent to filing of the Petition and estimated to be in existence on the Closing Date (the "Estimated Post-Filing Trade Payables"), together with reasonable information supporting such estimate. Not less than three business days prior to the Closing Date, Seller shall deliver to Buyers a certificate signed by the Chief Financial Officer of Seller, setting forth Seller's good faith estimate of Final Net Assets of Seller using Seller's December 31, 1996 Balance Sheet ("Estimated Final Net Assets"). If June 30 Net Assets exceed Estimated Final Net Assets, the amount otherwise payable to Seller by Buyers at the Closing shall be reduced (to be allocated between them in accordance with their joint instructions), as an adjustment to the Estimated Purchase Price, the amount of such excess. If Estimated Final Net Assets exceed June 30 Net Assets, the applicable Buyer or Buyers (in such proportion as Buyers shall jointly specify to Seller; provided that if Buyers fail to so specify, Buyers shall be jointly liable for the full amount of such excess) shall pay to Seller, as an adjustment to the Estimated Purchase Price, the amount of such excess. (c) As soon as practicablepracticable after the Closing, and in any event not later than one hundred eighty Buyers shall deliver to Seller a statement (180the "Allocation Statement"), setting forth the value of the Purchased Assets, which shall be used for the allocation of the Purchase Price (together with the Assumed Liabilities) days after among the Purchased Assets; provided that prior to the Closing Date, Parent if required as the result of transfer or similar taxes, Buyers and Seller shall provide for Buyer’s review and comments a proposed allocation of the Purchase Price, agree as adjusted for all relevant tax purposes to take into account the Assumed Liabilities, by country or by Transferred Subsidiary as applicable, and among the Purchased Assets, the Assumed Liabilities and the assets of the Transferred Subsidiaries by asset category in accordance with the principles of Section 1060 of the Code and other applicable Law, except that if a section 338(h)(10) election is not made, no allocation shall be made to the assets of a Transferred Subsidiary that is a domestic corporation allocation for purposes of the Code Fee Properties. (the “Proposed Allocation”). Buyer d) Seller shall have a period of 45 days after the right to consent or object to the Proposed Allocation during the thirty (30) day period immediately following delivery of the Proposed Allocation. If Buyer delivers a Allocation Statement to present in writing to Buyers notice of objection any objections Seller may have to Parent during that thirty the allocation set forth in the Allocation Statement. Unless Seller timely objects, the Allocation Statement shall be binding on the parties without further adjustment, (30e) If Seller shall raise any objections within the 45 day period, Parent Buyers and Buyer Seller shall negotiate in good faith and use their best efforts to resolve their differences with respect to the Proposed Allocationsuch dispute. If Buyer makes no objection during that thirty (30) day period or Parent and Buyer the parties fail to agree on an allocation within 15 days after the thirty (30) day period following Buyer’s delivery of such a notice of objectionthe notice, then the Proposed Allocation or the agreed allocation, as applicable, disputed items shall be final resolved by Price Waterhouse LLP, or if such firm declines to act in such capacity, by such other firm of independent nationally recognized accountants chosen and binding on Parent, on behalf of itself and Sellers, and Buyer mutually accepted by the parties (the “Agreed-Upon Allocation”). If Parent and Buyer are unable to reach agreement on the Proposed Allocation within thirty (30) days following the delivery to Parent of Buyer’s notice of objection to the Proposed Allocation, the allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Buyer and Parent (the “Allocation "Accounting Firm”) using customary valuation methodologies; provided, however, that the Allocation Accounting Firm shall make its determination within thirty (30) days following the date on which the Allocation Accounting Firm is selected pursuant to this Section 2.03(cReferee"). The determination made by the Allocation Accounting Firm of the allocation Referee shall be, absent manifest error, final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Final Allocation”). All negotiations pursuant to this this Section 2.03(c) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence, and all negotiations and submissions to the Allocation Accounting Firm, and resolve the dispute resolution proceedings under this Section 2.03(c), shall be treated as confidential informationwithin 30 days of having the items referred to it. The costs, fees and expenses of the Allocation Accounting Firm for its services rendered pursuant to this Section 2.03(c) Referee shall be borne equally by Parent, Seller on the one hand, hand and Buyer, Buyers on the other, in inverse proportion as each shall prevail on the dollar amounts of such disputed items so submitted to the Allocation Accounting Firm as provided in this Section 2.03(c). The Agreed-Upon Allocation or Final Allocation, as applicable, may be revised by mutual agreement between the Buyer and Parent, from time to time, prior to and following the Closing so as to reflect any matters that need updating . (including adjustments f) Any adjustment made with respect to the Purchase Price under Article X, if any). (d) Each pursuant to Section 2.09 of Parent, Buyer and each of their respective Affiliates this Agreement shall prepare and file, and cause its Affiliates to prepare and file, its Tax Returns, including Form 8023 and Form 8594 if applicable, on a basis consistent be allocated in accordance with the Agreed-Upon Allocation or Final Allocation, as applicable. None of Parent, Buyer or their respective Affiliates shall take any position inconsistent with the Agreed-Upon Allocation or Final Allocation, as applicable, in any Tax Return, in any refund claim for any Tax, in any litigation or administrative proceeding relating to any Tax, or otherwise unless required determination mutually agreed by final determination by an applicable Taxation AuthoritySeller and Buyers. In the event that an agreement is not reached within 15 days after the Agreed-Upon Allocation or determination of Final Allocation, as applicable, is disputed by any Taxation AuthorityNet Assets pursuant to Section 2.09(a), the party receiving notice disputed item(s) shall be resolved pursuant to Section 2.06(e) hereof. (g) Seller and Buyers each agree to report an allocation of such Purchase Price among the Purchased Assets in a manner entirely consistent with the Allocation Statement (including any adjustment made pursuant to Section 2.06(f) hereof), and agree to act in accordance with such Allocation Statement in the filing of all tax returns (including, without limitation, filing Form 8594 with its Federal income tax return for the taxable year that includes the date of the dispute Closing) and in the course of any tax audit, tax review or tax litigation relating thereto. (h) Not later than 10 days prior to the filing of their respective Form 8594 relating to this transaction, each party shall promptly notify deliver to the other parties hereto, and Buyer, Parent and each a copy of their respective Affiliates agree to use their commercially reasonable efforts to defend such allocation in any audit or similar proceedingits Form 8594.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, the The purchase price for the Interests Purchased Assets and the Purchased Assets Shares is (other than i) One Hundred and Twenty Million U.S. Dollars ($120,000,000), plus or minus, as applicable, (ii) the Specified OUS AssetsNet Working Capital Adjustment Amount, plus (iii) the Estimated Acquired Closing Cash Amount and minus (such amountiv) the Estimated Assumed Closing Indebtedness Amount (as adjusted, the “Purchase Price”) is payable as follows: (i) Buyer shall pay to Parent at the Closing (the “Closing Payment”), for the benefit of Parent and Sellers, cash in an amount equal to $708,500,000, plus the . The Estimated Cash, minus the Estimated Indebtedness, plus the Estimated Working Capital Excess, if applicable, or minus the Estimated Working Capital Deficit, if applicable, plus the Estimated Net Intercompany Receivable, if applicable, or minus the Estimated Net Intercompany Payable, if applicable, plus any applicable VAT in relation to the Purchase Price shall be paid as provided in Section 7.08; and2.08 and shall be subject to adjustment as provided in Section 2.12. (iia) Buyer The Purchase Price shall assume be allocated, for Tax purposes, among the Assumed Liabilities at Purchased Assets and the Closing Shares as set forth in the statement attached hereto as Exhibit F (or, with respect to any Liabilities assumed at a Delayed Transfer Date pursuant to Article VI or Appendix VI, such Transfer Datethe “Allocation Statement”). (b) The Closing Payment If an adjustment is made with respect to the Purchase Price pursuant to Section 2.12 or otherwise, such adjustment shall, pursuant to Section 1060 of the Code, be allocated as agreed by Buyer and Seller, and the Allocation Statement shall be paid at adjusted in a manner consistent therewith. In the Closing event that an agreement as to such adjustment is not reached within 60 days after the determination of the Final Adjusted Net Working Capital or other event giving rise to an adjustment, Buyer and Seller shall jointly retain an Accounting Referee (as defined in Section 2.11(c)) to resolve the disputed items. Upon resolution of the disputed items, the allocations reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of the Accounting Referee shall be borne equally by wire transfer of immediately available funds to a bank account designated to Buyer and Seller. Buyer and Sellers shall cooperate in writing by Parent no later than three the preparation of, and shall timely file, any forms (3including Form 8594) Business Days prior with respect to the Closing DateAllocation Statement, including any amendments to such forms required with respect to any adjustment to the Purchase Price, pursuant to this Agreement. (c) As soon as practicableBuyer and Seller shall, and in any event not later than one hundred eighty (180) days after the Closing Dateshall cause their respective Subsidiaries to, Parent shall provide for Buyer’s review and comments a proposed allocation of the Purchase Price, as adjusted for file all relevant tax purposes to take into account the Assumed Liabilities, by country or by Transferred Subsidiary as applicable, and among the Purchased Assets, the Assumed Liabilities and the assets of the Transferred Subsidiaries by asset category in accordance with the principles of Section 1060 of the Code and other applicable Law, except that if a section 338(h)(10) election is not made, no allocation shall be made to the assets of a Transferred Subsidiary that is a domestic corporation for purposes of the Code (the “Proposed Allocation”). Buyer shall have the right to consent or object to the Proposed Allocation during the thirty (30) day period immediately following delivery of the Proposed Allocation. If Buyer delivers a notice of objection to Parent during that thirty (30) day period, Parent and Buyer shall negotiate in good faith to resolve their differences with respect to the Proposed Allocation. If Buyer makes no objection during that thirty (30) day period or Parent and Buyer agree on an allocation within the thirty (30) day period following Buyer’s delivery of such a notice of objection, the Proposed Allocation or the agreed allocation, as applicable, shall be final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Agreed-Upon Allocation”). If Parent and Buyer are unable to reach agreement on the Proposed Allocation within thirty (30) days following the delivery to Parent of Buyer’s notice of objection to the Proposed Allocation, the allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Buyer and Parent (the “Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Allocation Accounting Firm shall make its determination within thirty (30) days following the date on which the Allocation Accounting Firm is selected pursuant to this Section 2.03(c). The determination made by the Allocation Accounting Firm of the allocation shall be, absent manifest error, final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Final Allocation”). All negotiations pursuant to this this Section 2.03(c) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence, and all negotiations and submissions to the Allocation Accounting Firm, and the dispute resolution proceedings under this Section 2.03(c), shall be treated as confidential information. The fees and expenses of the Allocation Accounting Firm for its services rendered pursuant to this Section 2.03(c) shall be borne by Parent, on the one hand, and Buyer, on the other, in inverse proportion as each shall prevail on the dollar amounts of such disputed items so submitted to the Allocation Accounting Firm as provided in this Section 2.03(c). The Agreed-Upon Allocation or Final Allocation, as applicable, may be revised by mutual agreement between the Buyer and Parent, from time to time, prior to and following the Closing so as to reflect any matters that need updating Tax Returns (including adjustments to the Purchase Price under Article X, if any). (damended returns and claims for refunds) Each of Parent, Buyer and each of their respective Affiliates shall prepare and file, and cause its Affiliates to prepare and file, its Tax Returns, including Form 8023 and Form 8594 if applicable, on information reports in a basis manner consistent with the Agreed-Upon Allocation or Final Allocation, as applicable. None of Parent, Buyer or their respective Affiliates shall take any position inconsistent with the Agreed-Upon Allocation or Final Allocation, as applicable, in any Tax Return, in any refund claim for any Tax, in any litigation or administrative proceeding relating to any Tax, or otherwise unless required by final determination by an applicable Taxation Authority. In the event that the Agreed-Upon Allocation or Final Allocation, as applicable, is disputed by any Taxation Authority, the party receiving notice of the dispute shall promptly notify the other parties hereto, and Buyer, Parent and each of their respective Affiliates agree to use their commercially reasonable efforts to defend such allocation in any audit or similar proceedingStatement.